Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM 8-K

____________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 20, 2023 (December 15, 2023)

____________________________

LIVENT CORPORATION

(Exact name of registrant as specified in its charter)

____________________________

Delaware	001-38694	82-4699376
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1818 Market Street Philadelphia, Pennsylvania		19103
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 215-299-5900

____________________________

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	LTHM	New York Stock Exchange

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, in connection with the Transaction Agreement, dated as of May 10, 2023 (the “Transaction Agreement”), by and among Livent Corporation, a Delaware corporation (“Livent”), Allkem Limited, an Australian public company limited by shares (“Allkem”), and Arcadium Lithium plc, a public limited company incorporated under the laws of the Bailiwick of Jersey (“Arcadium”), and subsequently joined by Lightning-A Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Arcadium Lithium Intermediate IRL Limited, a private company limited by shares and incorporated and registered in Ireland, and subsequently amended by that certain Amendment to Transaction Agreement, dated as of August 2, 2023, by and between Livent and Allkem and that certain Second Amendment to Transaction Agreement, dated as of November 5, 2023 by and between Livent and Allkem, Livent and Allkem had previously nominated the following to be members of the board of directors of Arcadium as of the effective time (the “Effective Time”) of the merger of Merger Sub with and into Livent with Livent surviving the merger as a wholly owned subsidiary of Arcadium: (i) Michael F. Barry, (ii) Peter Coleman, (iii) Alan Fitzpatrick, (iv) Paul W. Graves, (v) Florencia Heredia, (vi) Leanne Heywood, (vii) Christina Lampe-Önnerud, (viii) Pablo Marcet, (ix) Steven T. Merkt, (x) Robert C. Pallash, (xi) Fernando Oris de Roa and (xii) John Turner ((i)-(xii) collectively, the “New Arcadium Board”).

On December 15, 2023, the current board of directors of Arcadium (the “Current Arcadium Board”) appointed each of the members of the New Arcadium Board as directors of Arcadium effective upon the Effective Time and subject to the closing of the transactions contemplated by the Transaction Agreement (the “Closing”). In connection therewith, the Current Arcadium Board also appointed the members of the New Arcadium Board to Arcadium’s Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Sustainability Committee as set forth below, in each case effective as of the Effective Time and subject to the Closing:

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Sustainability Committee

Leanne Heywood (Chair)

Fernando Oris de Roa

Michael F. Barry

Steven T. Merkt

John Turner (Chair)

Fernando Oris de Roa

Pablo Marcet

Michael F. Barry

Steven T. Merkt (Chair)

Robert C. Pallash

Christina Lampe-Önnerud

Peter Coleman

Florencia Heredia

Alan Fitzpatrick

Robert C. Pallash (Chair)

Christina Lampe-Önnerud

Pablo Marcet

Alan Fitzpatrick

Florencia Heredia

Leanne Heywood

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LIVENT CORPORATION

By:	/s/ Gilberto Antoniazzi
	Name:	Gilberto Antoniazzi
	Title:	Vice President and Chief Financial Officer

Dated: December 20, 2023

Cover	Dec. 15, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 15, 2023
Entity File Number	001-38694
Entity Registrant Name	LIVENT CORPORATION
Entity Central Index Key	0001742924
Entity Tax Identification Number	82-4699376
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1818 Market Street
Entity Address, City or Town	Philadelphia
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19103
City Area Code	215
Local Phone Number	299-5900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	LTHM
Security Exchange Name	NYSE
Entity Emerging Growth Company	false